1. Incorporation of Conditions
Studio One Media Centre Ltd (hereby referred to as “The Company”) is committed to providing our clients with complete satisfaction with the services we provide. Each client (hereby referred to as “The Client”) is assured personal attention in the execution of their project, subject to the technical limitations and legislative requirements of the medium.
The following Service Level Agreement details the relationship between The Company and The Client regarding any services provided.
1.1 All contracts entered in to between us shall be deemed to incorporate these conditions and no amendment or addition shall be binding on us unless agreed in writing by an authorised representative of The Company.
1.2 The applicability of any terms and conditions proffered by you is hereby excluded, unless expressly agreed in writing by an authorised representative of The Company. You accept that in entering into a contract for the supply of goods and/or services with us you have not relied upon any prior promises, representation or undertakings given by us which are not contained within these conditions.
2. Print Production Lead Times
2.1 The Company outlines lead times of 5-10 working days in accordance with Production and Pre-production conditions.
2.2 The Conditions outlined below are to be met at the satisfaction of The Company. The Company reserves the right to adjust Print Production lead times if The Conditions are NOT met.
2.2.1 Conditions A) Artwork files are supplied to The Company by the Client in accordance with Company artworking guidelines and specification. B) Artwork files are named correctly by The Client and supplied to The Company C) Artwork files are supplied to The Company by The Client in accordance with statutory lead times and agreed delivery dates between The Company and the The Client. D) The Company will deem artwork supplied by The Client as ‘Executable’ or ‘Non-executable’ at the earliest possible time based upon pre-defined ‘print-ready’ tolerance levels of artwork quality (see2.6). If in the event artwork quality is deemed ‘non-executable’ The Client shall be informed of the actions The Company can take to ensure delivery or alternatively, the consequences thus applied to the lead times therein.
2.3 Executable artwork describes print files supplied to The Company by The Client that DO meet predetermined criteria and accepted for processing. The Company shall outline this criteria at the earliest possible stage of specification and estimation to The Client.
2.3.1 Non-executable artwork describes print files supplied to The Company by The Client that DO NOT meet predetermined criteria and thus rejected for processing unless advisories are agreed . The Company shall outline this criteria at the earliest possible stage of specification and estimation and advise The Client of the next appropriate steps.
2.4 Executable tolerance describes print files supplied to The Company by The Client that DO meet predetermined criteria and thus accepted for processing. This criteria is based upon tolerance levels of artwork health and the intervention levels required by the Pre-production team. Non-executable tolerance describes print files supplied to The Company by The Client that Do NOT met predetermined criteria therefore requiring possible intervention, rejection or advisories. The Company withholds the right to adjust costs and lead times when artwork is considered Non-executable.
3. Design Brief
3.1 The Company requires a written confirmation by The Client detailing the agreed upon work and cost of services, before work will commence. By placing an order with The Company, you have read, understood and accepted these Terms and Conditions fully.
3.2. To help ensure that design, development or production and media are correctly targeted, the Client will provide us with a clear and precise brief (in writing, if so requested by The Company). The Client will make available all information relevant to the brief and give The Company such co-operation as reasonably required. The Client will ensure that at all times the facts given about their products or services are accurate and NOT misleading. The Client will inform us without delay if they consider that any claim or trade description submitted to them by us for approval is false or misleading in relation to their products or services.
3.3 It is The Client’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. The Company is not liable for errors or omissions. The Client’s signature or that of their authorised representative is required on all mechanicals or artwork prior to release for printing or other implementation.
4. Quotations and Prices
4.1 The prices quoted exclude V.A.T. (unless otherwise stated). V.A.T. will be charged at the rate applying at the time of delivery and/or performance of the service. V.A.T. will be charged on all applicable goods and services (including carriage charges).
4.2 No quotation by the Company shall constitute an offer by us and all quotations are subject to withdrawal without notice.
4.3 Subject to condition 3.2, quotations lapse 30 days after the date of quotation (unless otherwise stated in writing.
4.4 The price quoted excludes delivery, delivery pallets and any other packaging materials unless otherwise stated in writing at the time of your order. There will be no reduction in the price if you collect the goods.
4.5 Unless otherwise stated, the price quoted is an illustrative estimate only. At any time before actual delivery of any part of the goods or performance of the service we may adjust the price to reflect any increase in our costs of supplying the goods and/or services. We will endeavour to agree any such increases in the price with you prior to delivery and/or performance of the services but you agree that if we have not, you will pay any increased price subject to that increase being no greater than 20 (twenty) per cent of the price originally quoted. In the event of such increase being greater than 20% we may at our absolute discretion resign from the contract without penalty or any liability to you whatsoever.
4.6 Other than as imposed by law, rates of tax and duties on the goods and/or services will be those applying at the time of delivery and/or performance.
5. Payment Terms
5.1 Invoices from The Company may be paid by cheque, bacs or cash. Cheques should be made payable to “Studio One Media Centre Ltd”. Accounts payable may be rendered on completion of the work or at intermediate stages and payment of each invoice is due within 30 days if terms agreed.
5.2 Any expenses incurred during the collection of outstanding accounts after the 30 days may be charged to the client. Final payment for services rendered must be received in full before the final version of web projects will be uploaded to the server unless otherwise agreed upon in writing.
5.3 The Company reserves the right not to provide services, hardware or printed material until full and final payment is received and any open accounts are closed. The design assets and graphics remain the property of The Company until all outstanding accounts are paid in full.
5.4 Accounts in default are subject to an interest charge on any outstanding balances. If the client goes into default, the client agrees to pay The Company its reasonable expenses including, but not limited to, solicitor and collection agency fees incurred in enforcing its rights under these Terms and Conditions. The Company reserves the right to enter the Client’s premises to retrieve any property belonging to The Company.
6.1 All delivery times quoted are estimates only.
6.2 If we fail to deliver within a reasonable time, The Client may (by informing us in writing) cancel the contract, however:
6.2.1 The Client may not cancel if we receive their notice after we have commenced manufacture of the goods.
6.2.2 if The Client cancels the contract, they can have no further claim against us under that contract; and if they do cancel, their sole remedy will be to claim back any price already paid to us for the goods.
6.3 If The Client accepts delivery of the goods after any estimated delivery time, delivery will be deemed to have been punctual and they agree that they will have no claim against us for any delay (including without limitation, any claim for indirect or consequential loss, or increase in the price of the goods).
6.4 We reserve the right to deliver The Client’s goods in instalments. Each instalment is treated as a separate contract.
6.5 We may at our discretion, deliver the goods from any place that we wish and, unless otherwise agreed, if we are arranging carriage, we may choose any reasonable method of carriage.
6.6 If delivery does not take place because The Client is at fault or for reasons beyond our control, we may store and insure the goods at your expense. We may deliver the goods as soon as possible but we have the right to sell them after a period of 14 days storage. We may recover such costs of insurance and storage together with our costs of attempting to supply the goods as well as the sale price to have been charged to The Client (if unpaid) on the day of failed delivery from the proceeds of such sale. In the event of such storage and insurance costs together with our costs of attempting to supply the goods as well as the sale price to have been charged exceeding the proceeds of such sale, The Client agrees that we may recover any such excess directly from them. If we have agreed to store and despatch the goods on The Client’s behalf, we reserve the right to dispose of any unused goods after storage for a minimum of 6 months, and without any notification to them. We may at our discretion, notify The Client that these goods have exceeded our 6 months storage agreement and offer a further extension to this agreement at an agreed price.
6.7 We have the right to pass on to The Client any unforeseen additional costs we incur when trying to deliver the goods and/or perform the services.
6.8 The Client is responsible for providing (at your cost) sufficient labour and materials for unloading the goods.
6.9 The premises (or access to them) are unsuitable for our vehicle. And the provisions of condition 3.6 shall apply.
8. External Factors
8.1 The Company may in whole or in part assign, transfer, delegate, subcontract or in any other manner makeover to any third party any of our rights or obligations under the agreement at any time.
8.2 If at any time The Company subcontracts any of our obligations under the Agreement, we shall be liable for any act or omission of the subcontractor. Quotes are valid for 30 days from the date provided. All prices exclude VAT unless otherwise stated. All our quotes are an estimate and subject to change to reflect any amendments to the final commission.
9.1 Estimates are based on a reasonable time schedule and may be revised to take into consideration The Client’s “Priority Scheduling” requests requiring overtime and weekends.
9.2 Knowledge of The Client’s deadline is essential to provide an accurate estimate. In addition, outside suppliers may charge a markup on overtime after 5.30pm and at weekends.
10.1 If the order is cancelled (for any reason) The Client is then to pay The Company for all stock (finished or unfinished) that The Company may hold (or to which we are committed) for the order.
10.2 The Company may suspend or cancel the order, by written notice if:
10.2.1 The Clients fails to pay The Company any money when due (under the order or otherwise).
10.2.2 The Client becomes insolvent in terms of condition 12.5.
10.2.3 The Client fails to honour their obligations under these conditions.
10.3 The Client may not cancel the order unless The Company agrees in writing.
11. Quantities & Specifications
11.1 If The Company prepares the goods in accordance with The Client’s specifications or instructions, The Client must ensure that the specifications or instructions are in writing and accurate. The Client must ensure that goods prepared in accordance with those specifications or instructions will be fit for the purpose for which they intend to use them. The Company accepts no liability for any claim whatsoever relating to fitness for purpose for goods which have been prepared in accordance with The Client’s specifications or instructions other than that they would not have been so prepared.
11.2 The Company is not obliged to supply test certificates and may charge if they are requested.
11.3 Unless otherwise agreed in writing, The Company shall have fulfilled our contractual obligation to The Client in terms of the quantity to be supplied, if the quantity supplied is within +/- 10% of the appropriate quantity of that specified on The Company’s advice note.
11.4 Goods will be supplied within the current British or European standards (as appropriate) unless otherwise expressly agreed in writing.
11.5 The Company reserves the right to make changes to materials and processes without prior notice.
12. Return of Goods
12.1 The Company will accept the return of goods from The Client only:
12.1.1 by prior arrangement (confirmed in writing by The Company)
12.1.2 on payment of an agreed handling charge (unless the goods were defective when delivered); and
12.1.3 in all cases, where the goods are as fit for sale in their return as they were on delivery.
13.1 Any contract made under these conditions where the return address on the order is situated in England or Wales, shall be governed by and constituted under English law and the English courts shall have exclusive jurisdiction in respect of such contract.
13.2 Any contract made under these conditions where the return address on the order is situated in Scotland shall be governed by and construed under Scottish law and the Scottish courts shall have exclusive jurisdiction in respect of such contract.
13.3 If The Client is more than one person, each has joint and several obligations under these conditions.
13.4 If any of these conditions are unenforceable as drafted it will not affect the enforceability of any other of these conditions and if it would be enforceable if amended, it will be treated as so amended.
13.5 We may treat The Client as insolvent if:
13.5.1 they are unable to pay their debts as they fall due; or
a) any formal insolvency procedure (examples of which include receivership, liquidation, administration, voluntary arrangements (including a moratorium or bankruptcy);
b) any application or proposal for any formal insolvency procedure; or
c) any application, procedure or proposal overseas with similar effect or purpose
13.6 All brochures, catalogues, HTML email marketing and other promotional materials are to be treated as illustrative only. Their contents form no part of any contract between The Company and The Client should not rely on them in entering into any contract with The Company.
13.7 Any notice by either parties, which is to be served under these conditions may be served by leaving it at or by delivering it to (by first class post or by fax) the other’s registered office or principal place of business. All such notices must be signed by an authorised signatory.
13.8 Unless expressly agreed otherwise if the contract is governed by the laws of England and Wales pursuant to condition
13.8.1 no contract between us will create any right enforceable (by virtue of the contracts (rights or third parties) Act 1999) by any person not identified as the buyer or the seller.
13.9 Unless expressly agreed otherwise if the contract is governed by the laws of Scotland pursuant to condition
13.9.1 no contract between us will create any right enforceable by any person not identified as the buyer or the seller.
13.10 The only statements upon which The Client may rely in making the contract with The Company, are those made in writing by someone who is The Company’s authorised representative and either contained in The Company’s estimate (or any covering letter) and not withdrawn before the contract is made or which expressly state that The Client may rely on them when entering into the contract.
13.11 Nothing in these conditions affects or limits The Company’s liability for fraudulent misrepresentation.
14. Force Majeure
14.1 If we are unable to perform our obligations to you (or able to perform them only at unreasonable cost) because of circumstances beyond our control, we may cancel or suspend any of our obligations to you, without liability.
14.2 Examples of those circumstances include act of God, accident, flood, explosion, fire, transport delays, strikes, act of terrorism and other industrial disputes and difficulty in obtaining supplies.
Riverside Business Park
The Lux Building
2-4 Hoxton Square
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